法律意见书 浙江天册律师事务所 关于 利欧集团股份有限公司 2025 年第一次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 利欧集团股份有限公司 2025 年第一次临时股东大会的 法律意见书 编号：TCYJS2025H1608 号 致：利欧集团股份有限公司 浙江天册律师事务所 关于 浙江天册律师事务所（以下简称"本所"）接受利欧集团股份有限公司 （以下简称"利欧股份"或"公司"）的委托，指派本所律师参加公司 2025 年第一次临时股东大会，并根据《中华人民共和国证券法》（以下简称"《证 券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）和《上 市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他 有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席 人员的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见， 不对会议所审议的议案内容和该等议案中所表述的事实或数据的真实性和准 确性发表意见。 本法 ...

Core Viewpoint - The recent surge in A-share market has attracted numerous investors, with listed companies increasingly engaging in securities investments, utilizing significant idle funds to capitalize on market opportunities [1][2]. Group 1: Company Investments - At least 8 companies have invested over 1 billion yuan in securities or fund management activities this year, with Liou Co. leading at 3 billion yuan, followed by Fangda Carbon and Seven Wolves at 2.4 billion yuan and 2 billion yuan respectively [1]. - Seven Wolves reported a net profit of 160 million yuan in the first half of 2025, with 130 million yuan derived from stock investments, despite its main apparel business generating only 30 million yuan [2]. - Liou Co. achieved a net profit of 478 million yuan in the first half of 2025, largely due to gains from its investment in Li Auto, which increased its market value significantly since its initial investment of 350 million yuan in 2016 [3]. Group 2: Market Performance - As of September 10, the Shanghai Composite Index, Shenzhen Component Index, and ChiNext Index have risen by 11.33%, 21.00%, and 36.71% respectively, with the Shanghai Composite Index surpassing the significant 3,800-point mark [1]. - Jin Feng Investment, a subsidiary of Jin Feng Technology, has been actively reducing its holdings in the rapidly appreciating stock of Shangwei New Materials, with estimated cash proceeds exceeding 100 million yuan from recent sales [4]. Group 3: Financial Strategies - Companies like Jiangsu Guotai have announced plans to utilize idle funds for financial management and securities investments, with a total planned investment of 12 billion yuan, although they faced criticism from investors leading to a cancellation of part of the plan [6][7]. - Jilin Aodong reported a net profit of 1.28 billion yuan in the first half of 2025, significantly exceeding its revenue of 1.13 billion yuan, primarily due to substantial financial asset investments [5]. - Companies are increasingly using idle funds for securities investments as a strategy to supplement their financial performance when core business growth is stagnant, reflecting a common practice in the current market environment [14].

利欧集团股份有限公司 证券代码：002131 证券简称：利欧股份 公告编号：2025-055 利欧集团股份有限公司 关于公司为关联方提供担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、担保情况概述 2025 年 9 月 7 日，公司召开第七届董事会第十五次会议审议通过了《关于 公司为关联方提供担保暨关联交易的议案》，公司拟分别与兴业银行股份有限公 司台州温岭支行（以下简称"兴业银行温岭支行"）、台州市金控租赁有限公司 （以下简称"台州金控"）或其子公司（包括但不限于台金商业保理（天津）有 限公司）签署《最高额保证合同》等相关担保合同。公司拟为公司参股公司上海 创兴资源开发股份有限公司（以下简称"创兴资源"）全资子公司温岭联盈建筑 工程有限公司（以下简称"温岭联盈"）与兴业银行温岭支行之间发生的债务提 供连带责任保证担保。上述担保的最高本金限额为人民币 1 亿元。同时公司拟为 温岭联盈与台州金控或其子公司在保理、委托贷款、信托等融资合同项下的还款 义务提供连带责任保证，上述担保的最高限额不超过人民币 2 亿元。上述两项担 保合计最高本金限额为 ...

利欧集团股份有限公司 表决结果：3 票同意，0 票反对，0 票弃权，同意票数占出席会议代表的 100%。 关联董事王相荣及其一致行动人王壮利回避表决。 公司控股股东、实际控制人王相荣就公司于 2025 年 9 月 8 日披露的关联担保 事项为公司提供反担保，有利于降低公司担保风险，保障公司担保债权的实现，有 利于维护公司及全体股东的利益。 本议案已经公司独立董事专门会议审议通过。 证券代码：002131 证券简称：利欧股份 公告编号：2025-054 利欧集团股份有限公司 第七届董事会第十六次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 利欧集团股份有限公司（以下简称"公司"）第七届董事会第十六次会议于2025 年9月16日以电子邮件的形式发出通知，并通过电话进行确认，于2025年9月22日以 通讯表决方式召开。会议应出席董事5名，实际出席5名。本次会议的召开符合《中 华人民共和国公司法》及《公司章程》的规定，合法有效。 会议由董事长王相荣先生主持召开。与会董事就各项议案进行了审议、表决， 形成如下决议： 一、审议通过《关于控股股东为公司提供反 ...

Group 1 - The core point of the article is that Liou Co., Ltd. announced a board meeting to discuss providing counter-guarantees by the controlling shareholder [1] - For the first half of 2025, Liou Co., Ltd.'s revenue composition was 77.6% from the internet, 22.12% from manufacturing, and 0.28% from other businesses [1] - As of the report date, Liou Co., Ltd. had a market capitalization of 43.6 billion yuan [1] Group 2 - The article also mentions the recent leadership change at Anta Sports, with the new president for the Greater China region having been in office for just over two months [1] - The new president has been praised for their strong professional capabilities [1]

Group 1 - The core viewpoint of the articles highlights the performance of the gaming and cultural media sector, with notable stock movements in companies like NetEase Cloud Music and Liou Co., as well as the significant growth of the gaming media ETF [1][2] - As of September 19, the gaming media ETF has seen a net value increase of 79.20% over the past year, indicating strong market interest and performance in this sector [1] - The Delta Action game has topped the iOS sales chart, and its international version on Steam reached a peak of 226,000 concurrent players, showcasing the popularity and engagement of new gaming titles [1] Group 2 - Huayuan Securities notes that the current gaming market rally is based on product performance, EPS upgrades, and synchronized valuation recovery, suggesting that there is no strong bubble in valuations [2] - The report emphasizes two key strategies for continued focus on the gaming sector: the trading potential of major game titles and the structural growth opportunities in PC and mini-games [2] - The index tracks 50 listed companies involved in gaming, film, broadcasting, marketing, publishing, education, and cultural performances, reflecting the overall performance of the gaming and cultural media theme in the mainland and Hong Kong markets [2][3] Group 3 - As of August 29, the top ten weighted stocks in the index include Kuaishou-W, Tencent Holdings, and Bilibili-W, with these stocks collectively accounting for 54.14% of the index [3]

Core Points - The stock price of Liou Co., Ltd. increased by 2.10% on September 22, reaching 6.33 CNY per share, with a trading volume of 1.09 billion CNY and a turnover rate of 2.99%, resulting in a total market capitalization of 42.865 billion CNY [1] - Year-to-date, Liou Co., Ltd. has seen a stock price increase of 106.80%, with a 5-day increase of 5.68%, a 20-day increase of 31.06%, and a 60-day increase of 80.86% [1] - The company has appeared on the daily trading leaderboard 20 times this year, with the most recent appearance on September 10, where it recorded a net buy of 412 million CNY [1] Financial Performance - For the first half of 2025, Liou Co., Ltd. reported a revenue of 9.635 billion CNY, a year-on-year decrease of 9.62%, while the net profit attributable to shareholders increased by 164.28% to 478 million CNY [2] - The company has distributed a total of 765 million CNY in dividends since its A-share listing, with 395 million CNY distributed over the past three years [2] Shareholder Information - As of June 30, 2025, the number of shareholders of Liou Co., Ltd. was 508,800, a decrease of 10.49% from the previous period, with an average of 11,497 shares held per shareholder, an increase of 11.72% [2] - The fourth largest circulating shareholder is Hong Kong Central Clearing Limited, holding 57.556 million shares, a decrease of 15.3662 million shares from the previous period [2]

Core Viewpoint - The trend of "deposit migration" among residents is increasing, with a significant shift of funds from traditional bank deposits to wealth management products and securities investments, driven by declining deposit rates and the attractiveness of financial markets [1][4][8]. Group 1: Deposit Trends - In August, new resident deposits increased by 110 billion yuan, a year-on-year decrease of 600 billion yuan, marking two consecutive months of negative growth [1]. - Non-bank deposits saw an increase of 1.18 trillion yuan in the same month, showing a substantial year-on-year growth despite a month-on-month decline [1]. - The trend of deposit migration is expected to continue, with an estimated scale of hundreds of billions of yuan moving into wealth management products over the next year [1][8]. Group 2: Corporate Wealth Management - Over the past year, listed companies have shown a structural change in their use of idle funds, with a decrease in the proportion of deposit products and a slight increase in bank wealth management and stock products [2]. - The total amount of wealth management products subscribed or planned by listed companies reached 3.734 trillion yuan, with 56.29% of this amount allocated to deposit products [2]. - The proportion of funds allocated to wealth management products has increased significantly, from 15.16% in the previous period to 28% in the current period [2]. Group 3: Investment in Securities - Some companies have increased their investments in secondary market stock-related products, with over 10 billion yuan invested in stock products in the past year [3]. - Companies like Liou Co. and Jilin Aodong have announced plans to invest significant amounts in securities, including new stock subscriptions and other investment activities [3]. Group 4: Market Conditions - The continuous decline in deposit rates has led to a lower yield on public deposits, with rates dropping to around 1% from over 3% in 2020 [6][8]. - The average annualized yield of bank wealth management products has reached 2.12%, creating a significant yield gap compared to deposit products [7][8]. - Asset management institutions are actively entering the corporate wealth management market, responding to the demand for safer and more liquid investment options [7][8].

Capital Layout - The company plans to list on the Hong Kong Stock Exchange (HKEX) to enhance its global capital operations and broaden financing channels, aiming to improve the global competitiveness of its core businesses in mechanical manufacturing and digital marketing [1][2] - The decision to go public in Hong Kong is driven by a tightening domestic financing environment and significant performance volatility, making it essential for the company to seek new capital opportunities [1][2] - The market response is mixed, with some optimistic about the potential for new growth, while others are concerned that unresolved performance issues may render the move ineffective [1][2] Performance Volatility - The company has experienced significant profit fluctuations over the past four years, with a pattern of "loss-loss-profit-loss," indicating instability in net profits despite maintaining revenue above 20 billion yuan [2][3] - In 2021, the company's net profit suffered a loss of 1.019 billion yuan, a decline of over 120% year-on-year, primarily due to a drop in the fair value of its investment in Li Auto and issues with receivables [3] - The company achieved a net profit of 1.966 billion yuan in 2023, a year-on-year increase of 545.71%, but faced another loss of 259 million yuan in 2024 as Li Auto's stock price declined [3][4] Dependency on Li Auto - The company's financial performance is heavily reliant on the stock performance of Li Auto, leading to a lack of control over its earnings [4][6] - In the first half of 2025, the company reported a net profit of 478 million yuan, a year-on-year increase of 164.28%, but 155 million yuan of this was attributed to Li Auto-related gains, highlighting weak core business profitability [4][5] Core Business Challenges - Both of the company's main business segments, mechanical manufacturing and digital marketing, are facing significant growth challenges, with revenues declining in the first half of 2025 [5] - Mechanical manufacturing revenue decreased by 5.04% to 2.131 billion yuan, while digital marketing revenue fell by 10.9% to 7.477 billion yuan, indicating a lack of growth momentum [5] - The mechanical manufacturing sector is impacted by slowing domestic infrastructure investment and fluctuating raw material prices, while the digital marketing sector faces intensified competition and rising customer acquisition costs [5] Associated Risks - The company's performance is closely tied to Li Auto's financial health, with any downturn in Li Auto's revenue and stock price directly affecting the company's investment returns and overall profitability [6][7] - In the first half of 2025, Li Auto reported its first revenue decline since its IPO, with a projected 40% drop in new vehicle deliveries, which could negatively impact the company's future earnings [7]

Core Viewpoint - Liou Co., Ltd. has shown significant stock price growth and trading activity, indicating strong market interest and potential investment opportunities [1][2]. Company Performance - As of September 18, Liou's stock price increased by 2.06% to 6.44 CNY per share, with a total market capitalization of 43.61 billion CNY [1]. - Year-to-date, Liou's stock price has risen by 110.39%, with a 5.92% increase over the last five trading days, 36.73% over the last 20 days, and 89.97% over the last 60 days [1]. - For the first half of 2025, Liou reported a revenue of 9.635 billion CNY, a year-on-year decrease of 9.62%, while net profit attributable to shareholders increased by 164.28% to 478 million CNY [2]. Shareholder Information - As of June 30, 2025, the number of Liou's shareholders decreased by 10.49% to 508,800, while the average number of tradable shares per person increased by 11.72% to 11,497 shares [2]. - The company has distributed a total of 766 million CNY in dividends since its A-share listing, with 395 million CNY distributed in the last three years [3]. Trading Activity - Liou has appeared on the trading leaderboard 20 times this year, with the most recent instance on September 10, where it recorded a net buy of 412 million CNY [1]. - The major funds showed a net outflow of 1.0333 million CNY, with significant buying and selling activity from large orders [1]. Business Segments - Liou's main business segments include media agency services (75.15% of revenue), machinery manufacturing (20.98%), digital marketing services (1.95%), metal materials trading (0.96%), and other services (0.67%) [1].